Guarantee and indemnity—seller obligations—private M&A—share purchase
Guarantee and indemnity—seller obligations—private M&A—share purchase

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Guarantee and indemnity—seller obligations—private M&A—share purchase
  • BACKGROUND:
  • 1 Definitions and interpretation
  • 2 Guarantee and indemnity
  • 3 Waiver of defences
  • 4 Deferral of rights
  • 5 Representations and warranties
  • 6 Credit to a suspense account
  • 7 Payments under this Deed
  • 8 Miscellaneous
  • More...

This Deed is made on [insert day and month] 20[insert year]

Parties

  1. 1

    [insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Guarantor); and

  1. 2

    [insert name of the buyer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Buyer).

BACKGROUND:

    1. (A)

      The Buyer has agreed to purchase the entire issued share capital of the Company pursuant to the terms of the SPA.

    1. (B)

      The Guarantor has agreed to guarantee the performance by the Seller of its obligations and liabilities under the SPA and provide the Buyer with an indemnity in respect of such obligations of the Seller.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Deed, unless otherwise provided:

        Business Day

        1. means a day, other than a Saturday, Sunday or public holiday on which clearing banks generally are open for non-automated commercial business in the City of London and Business Days means two or more of them;

        Company

        1. means [insert target company name] Limited (company registration number [insert company number]), a company incorporated in England and Wales whose registered office is located at [insert address];

        Guaranteed Obligations

        1. means all present and future obligations and liabilities of the Seller arising out of or in connection with the SPA and

Popular documents